Exhibit
10.45


 


Las
Vegas Sands Corp.

2004 EQUITY AWARD PLAN

(Effective as of December __, 2004)


 


1.             Purpose


The purpose of the Plan
is to provide a means through which the Company and its Affiliates may attract
able persons to enter and remain in the employ of the Company and its
Affiliates and to provide a means whereby employees, directors and consultants
of the Company and its Affiliates can acquire and maintain Common Stock
ownership, or be paid incentive compensation measured by reference to the value
of Common Stock, thereby strengthening their commitment to the welfare of the
Company and its Affiliates and promoting an identity of interest between
stockholders and these persons.


So that the appropriate
incentive can be provided, the Plan provides for granting Incentive Stock
Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Stock Bonuses and Performance Compensation
Awards, or any combination of the foregoing.


2.             Definitions


The following definitions
shall be applicable throughout the Plan.


(a)           “Affiliate” means (i) any
entity that directly or indirectly is controlled by, controls or is under
common control with the Company and (ii) to the extent provided by the
Committee, any entity in which the Company has a significant equity interest.


(b)           “Award” means, individually or
collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus or
Performance Compensation Award granted under the Plan.


(c)           “Board” means the Board of
Directors of the Company.


(d)           “Cause” means the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined
in any existing employment, consulting or any other agreement between the
Participant and the Company or an Affiliate or, in the absence of such an
employment, consulting or other agreement, upon (i) the determination by
the Committee that the Participant has ceased to perform his duties to the Company,
or an Affiliate (other than as a result of his incapacity due to physical or
mental illness or injury), which failure amounts to an intentional and extended
neglect of his duties to such party, (ii) the Committee’s determination
that the Participant has engaged or is about to engage in conduct materially
injurious to the Company or an Affiliate, (iii) the Participant
having been convicted of, or plead guilty or 

















 


no
contest to, a felony or any crime involving as a material element fraud or
dishonesty, (iv) the failure of the Participant to follow the lawful
instructions of the Board or his direct superiors or (v) in the case of a
Participant who is a non-employee director, the Participant ceasing to be a
member of the Board in connection with the Participant engaging in any of the
activities described in clauses (i) through (iv) above.


(e)           “Change in Control” shall,
unless in the case of a particular Award the applicable Award agreement states
otherwise or contains a different definition of “Change in Control,” be deemed
to occur upon:


(i)            the
acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more (on a fully diluted basis) of either
(A) the then outstanding shares of Common Stock of the Company, taking
into account as outstanding for this purpose such Common  Stock issuable upon the exercise of options
or warrants, the conversion of convertible stock or debt, and the exercise of
any similar right to acquire such Common Stock (the “Outstanding Company
Common Stock”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided,
however, that for purposes of this Plan, the following acquisitions
shall not constitute a Change in Control: 
(I) any acquisition by the Company or any Affiliate, (II) any
acquisition by any employee benefit plan sponsored or maintained by the Company
or any Affiliate, (III) any acquisition by Sheldon G. Adelson (“Adelson”)
or any  Related Party or any group of
which Adelson or a Related Party is a member (a “Designated Holder”),
(IV) any acquisition which complies with clauses (A) and (B) of subsection (v)
of this Section 2(e), or (V) in respect of an Award held by a particular
Participant, any acquisition by the Participant or any group of persons
including the Participant (or any entity controlled by the Participant or any
group of persons including the Participant);


(ii)            individuals
who, on the date hereof, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to the date hereof, whose
election or nomination for election was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific
vote or by approval of a registration statement of the Company describing such
person’s inclusion on the Board, or a proxy statement of the Company in which
such person is named as a nominee for director, without written objection to
such nomination) shall be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company
as a result of an actual or threatened election contest, as such terms are used
in Rule 14a-11 of Regulation A promulgated under the Exchange Act, with respect
to directors or as a result of any other actual or threatened solicitation of
proxies or consents by or on behalf of any person other than the Board shall be
deemed to be an Incumbent Director;


 


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(iii)           the
dissolution or liquidation of the Company;


(iv)           the
sale, transfer or other disposition of all or substantially all of the business
or assets of the Company, other than any such sale, transfer or other
disposition to one or more Designated Holders; or


(v)            the
consummation of a reorganization, recapitalization, merger, consolidation,
statutory share exchange or similar form of corporate transaction involving the
Company that requires the approval of the Company’s stockholders, whether for
such transaction or the issuance of securities in the transaction (a “Business
Combination”), unless immediately following such Business Combination:  (A) more than 50% of the total voting power
of (x) the entity resulting from such Business Combination (the “Surviving
Company”), or (y) if applicable, the ultimate parent entity that directly
or indirectly has beneficial ownership of sufficient voting securities eligible
to elect a majority of the members of the board of directors (or the analogous
governing body) of the Surviving Company (the “Parent Company”), is
represented by the Outstanding Company Voting Securities that were outstanding
immediately prior to such Business Combination (or, if applicable, is
represented by shares into which the Outstanding Company Voting Securities were
converted pursuant to such Business Combination), and such voting power among
the holders thereof is in substantially the same proportion as the voting power
of the Outstanding Company Voting Securities among the holders thereof
immediately prior to the Business Combination, and (B) at least a majority of
the members of the board of directors (or the analogous governing body) of the
Parent Company (or, if there is no Parent Company, the Surviving Company)
following the consummation of the Business Combination were Board members at
the time of the Board’s approval of the execution of the initial agreement
providing for such Business Combination.


(f)            “Code” means the Internal
Revenue Code of 1986, as amended. 
Reference in the Plan to any section of the Code shall be deemed to
include any amendments or successor provisions to such section and any
regulations under such section.


(g)           “Committee” means (i) a
committee of at least two people as the Board may appoint to administer the
Plan or (ii) (x) if no such committee has been appointed by the Board or (y)
even if such a committee has been appointed, with respect to the grant of an
Award to a Non-Employee Director and the administration of such Award, the
Board.  Unless the Board is acting as
the Committee or the Board specifically determines otherwise, each member of
the Committee shall, at the time he takes any action with respect to an Award
under the Plan, be an Eligible Director. However, the fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any
Award granted by the Committee which Award is otherwise validly granted under
the Plan.


 


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(h)           “Common Stock” means the
common stock, par value $0.001 per share, of the Company and any stock into
which such common stock may be converted or into which it may be exchanged.


(i)            “Company” means Las Vegas
Sands Corp., a Nevada corporation, and any successor thereto.


(j)            “Date of Grant” means the date
on which the granting of an Award is authorized, or such other date as may be
specified in such authorization or, if there is no such date, the date
indicated on the applicable Award agreement.


(k)           “Director Stock Option” means
a grant of a Nonqualified Stock Option to a Non-Employee Director under Section
7 of the Plan.


(l)            “Director Restricted Stock”
means a grant of Restricted Stock to a Non-Employee Director under Section 10
of the Plan.


(m)          “Disability” means, unless in
the case of a particular Award the applicable Award agreement states otherwise,
the Company or an Affiliate having cause to terminate a Participant’s
employment or service on account of “disability,” as defined in any existing
employment, consulting or other similar agreement between the Participant and
the Company or an Affiliate or, in the absence of such an employment,
consulting or other agreement, a condition entitling the Participant to receive
benefits under a long-term disability plan of the Company or an Affiliate or,
in the absence of such a plan, the complete and permanent inability by reason
of illness or accident to perform the duties of the occupation at which a
Participant was employed or served when such disability commenced, as
determined by the Committee based upon medical evidence acceptable to it.


(n)           “Effective Date” means
December __, 2004.


(o)           “Eligible Director” means a
person who is (i) a “non-employee director” within the meaning of Rule 16b-3
under the Exchange Act, or a person meeting any similar requirement under any
successor rule or regulation and (ii) an “outside director” within the meaning
of Section 162(m) of the Code, and the Treasury Regulations promulgated
thereunder; provided, however, that clause (ii) shall apply only
with respect to grants of Awards with respect to which the Company’s tax
deduction could be limited by Section 162(m) of the Code if such clause did not
apply.


(p)           “Eligible Person” means any
(i) individual regularly employed by the Company or Affiliate who satisfies all
of the requirements of Section 6; provided, however, that no
such employee covered by a collective bargaining agreement shall be an Eligible
Person unless and to the extent that such eligibility is set forth in such
collective bargaining agreement or in an agreement or instrument relating
thereto; (ii) director of the Company or an Affiliate or (iii) consultant or
advisor to the Company or an Affiliate who may be offered securities pursuant
to a Registration Statement on Form S-8 under the Securities Act or any successor
form that may be adopted by the Securities and Exchange Commission.


 


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(q)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


(r)            “Fair Market Value”, on a
given date means (i) if the Stock is listed on a national securities exchange,
the average of the highest and lowest sale prices reported as having occurred
on the primary exchange with which the Stock is listed and traded on the date
prior to such date, or, if there is no such sale on that date, then on the last
preceding date on which such a sale was reported; (ii) if the Stock is not
listed on any national securities exchange but is quoted in the Nasdaq National
Market (the “Nasdaq”) on a last sale basis, the average between the high
bid price and low ask price reported on the date prior to such date, or, if
there is no such sale on that date, then on the last preceding date on which a
sale was reported; or (iii) if the Stock is not listed on a national securities
exchange nor quoted in the Nasdaq on a last sale basis, the amount determined
by the Committee to be the fair market value based upon a good faith attempt to
value the Stock accurately and computed in accordance with applicable
regulations of the Internal Revenue Service.


(s)           “Incentive Stock Option” means
an Option granted by the Committee to a Participant under the Plan which is
designated by the Committee as an incentive stock option as described in
Section 422 of the Code and otherwise meets the requirements set forth herein.


(t)            “Mature Shares” means shares
of Stock owned by a Participant which are not subject to any pledge or other
security interest and have either been held by the Participant for six months,
previously acquired by the Participant on the open market or meet such other
requirements as the Committee may determine are necessary in order to avoid an
accounting earnings charge on account of the use of such shares to pay the
Option Price or satisfy a withholding obligation in respect of an Option.


(u)           “Negative Discretion” shall
mean the discretion authorized by the Plan to be applied by the Committee to
eliminate or reduce the size of a Performance Compensation Award in accordance
with Section 11(d)(iv) of the Plan; provided, that the exercise of such
discretion would not cause the Performance Compensation Award to fail to
qualify as “performance-based compensation” under Section 162(m) of the Code.


(v)           “Nevada Gaming Laws” means the
statutes of the State of Nevada, the regulations of the Nevada Gaming Commission,
the rules, directives and decisions of the Nevada Gaming Commission and State
Gaming Control Board, the ordinances of Clark County, Nevada, and the
regulations of the Clark County Liquor and Gaming Licensing Board.


(w)          “Non-Employee Director” shall
mean a director of the Company who is not also an employee of the Company.


 


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(x)            “Nonqualified Stock Option”
means an Option granted by the Committee to a Participant under the Plan which
is not designated by the Committee as an Incentive Stock Option.


(y)           “Option” means an Award
granted under Section 7.


(z)            “Option Period” means the
period described in Section 7(c).


(aa)         “Option Price” means the
exercise price for an Option as described in Section 7(a).


(bb)         “Participant” means an Eligible
Person who has been selected by the Committee to participate in the Plan and to
receive an Award pursuant to Section 6.


(cc)         “Parent” means any parent of the
Company as defined in Section 424(e) of the Code.


(dd)         “Performance Compensation Award”
shall mean any Award designated by the Committee as a Performance Compensation
Award pursuant to Section 11 of the Plan.


(ee)         “Performance Criteria” shall
mean the criterion or criteria that the Committee shall select for purposes of
establishing the Performance Goal(s) for a Performance Period with respect to
any Performance Compensation Award under the Plan.  The Performance Criteria that will be used to establish the
Performance Goal(s) shall be based on the attainment of specific levels of
performance of the Company (or Affiliate, division or operational unit of the
Company) and shall be limited to the following:


(i)            net
earnings or net income (before or after taxes);


(ii)           basic
or diluted earnings per share (before or after taxes);


(iii)          net
revenue or net revenue growth;


(iv)          gross
profit or gross profit growth;


(v)           net
operating profit (before or after taxes);


(vi)          return
measures (including, but not limited to, return on assets, capital, invested
capital, equity, or sales);


(vii)         cash
flow (including, but not limited to, operating cash flow, free cash flow, and
cash flow return on capital);


 


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(viii)        earnings
before or after taxes, interest, depreciation, amortization and/or rents;


(ix)           gross
or operating margins;


(x)            productivity
ratios;


(xi)           share
price (including, but not limited to, growth measures and total stockholder
return);


(xii)          expense
targets;


(xiii)         margins;


(xiv)        operating
efficiency;


(xv)         objective
measures of customer satisfaction;


(xvi)        working
capital targets;


(xvii)       measures
of economic value added; and


(xviii)      inventory
control.


Any one or more of the
Performance Criterion may be used to measure the performance of the Company
and/or an Affiliate as a whole or any business unit of the Company and/or an
Affiliate or any combination thereof, as the Committee may deem appropriate, or
any of the above Performance Criteria as compared to the performance of a group
of comparator companies, or published or special index that the Committee, in
its sole discretion, deems appropriate, or the Company may select Performance
Criterion (xi) above as compared to various stock market indices.  The Committee also has the authority to
provide for accelerated vesting of any Award based on the achievement of
Performance Goals pursuant to the Performance Criteria specified in this
paragraph.  To the extent required under
Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance
Period (or, if longer, within the maximum period allowed under Section 162(m)
of the Code), define in an objective fashion the manner of calculating the
Performance Criteria it selects to use for such Performance Period.  In the event that applicable tax and/or
securities laws change to permit Committee discretion to alter the governing
Performance Criteria without obtaining stockholder approval of such changes,
the Committee shall have sole discretion to make such changes without obtaining
stockholder approval.


(ff)           “Performance Formula” shall
mean, for a Performance Period, the one or more objective formulas applied
against the relevant Performance Goal to determine, with regard to the
Performance Compensation Award of a particular Participant, whether all, some
portion but less than all, or none of the Performance Compensation Award has
been earned for the Performance Period.


 


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(gg)         “Performance Goals” shall mean,
for a Performance Period, the one or more goals established by the Committee
for the Performance Period based upon the Performance Criteria.  The Committee is authorized at any time
during the first 90 days of a Performance Period (or, if longer or shorter,
within the maximum period allowed under Section 162(m) of the Code), or at any
time thereafter (but only to the extent the exercise of such authority after
such period would not cause the Performance Compensation Awards granted to any
Participant for the Performance Period to fail to qualify as “performance-based
compensation” under Section 162(m) of the Code), in its sole and absolute
discretion, to adjust or modify the calculation of a Performance Goal for such
Performance Period to the extent permitted under Section 162(m) of the Code in
order to prevent the dilution or enlargement of the rights of Participants
based on the following events:


(i)            asset write-downs,


(ii)           litigation or claim judgments or settlements,


(iii)          the effect of changes in tax laws, accounting
principles, or other laws or provisions affecting reported results,


(iv)          any reorganization and restructuring programs,


(v)           extraordinary nonrecurring items as described in
Accounting Principles Board Opinion No. 30 (or any successor pronouncement
thereto) and/or in management’s discussion and analysis of financial condition
and results of operations appearing in the Company’s annual report to
stockholders for the applicable year,


(vi)          acquisitions or divestitures,


(vii)         any other unusual or nonrecurring events,


(viii)        foreign exchange gains and losses, and


(ix)           a change in the Company’s fiscal year.


(hh)         “Performance Period” shall mean
the one or more periods of time, as the Committee may select, over which the
attainment of one or more Performance Goals will be measured for the purpose of
determining a Participant’s right to and the payment of a Performance
Compensation Award.


(ii)           “Plan” means this Las Vegas
Sands Corp. 2004 Equity Award Plan.


(jj)           Related Party means (i) any
spouse, child, stepchild, sibling or descendant of Adelson, (ii) any estate of
Adelson or any person described in clause (i), (iii) any person who receives a
beneficial interest in the Company or any Subsidiary from any estate described
in clause (ii) to the extent of such interest, (iv) any executor, 


 


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personal administrator or
trustee who hold such beneficial interest in the Company or any Subsidiary for
the benefit of, or as fiduciary for, any person under clauses (i), (ii) or
(iii) to the extent of such interest, (v) any corporation, trust or similar
entity owned or controlled by Adelson or any person referred to in clause (i),
(ii), (iii) or (iv) or for the benefit of any person referred to in clause (i),
or (vi) the spouse or issue of one or more of the persons described in clause
(i).


(kk)         “Restricted Period” means, with
respect to any Award of Restricted Stock or any Restricted Stock Unit, the
period of time determined by the Committee during which such Award is subject
to the restrictions set forth in Section 9 or, as applicable, the period
of time within which performance is measured for purposes of determining
whether an Award has been earned.


(ll)           “Restricted Stock Unit” means
a hypothetical investment equivalent to one share of Stock granted in
connection with an Award made under Section 9.


(mm)       “Restricted Stock” means shares of
Stock issued or transferred to a Participant subject to forfeiture and the
other restrictions set forth in Section 9.


(nn)         “Securities Act” means the
Securities Act of 1933, as amended.


(oo)         “Stock” means the Common Stock
or such other authorized shares of stock of the Company as the Committee may
from time to time authorize for use under the Plan.


(pp)         “Stock Appreciation Right” or “SAR”
means an Award granted under Section 8 of the Plan.


(qq)         “Stock Bonus” means an Award
granted under Section 10 of the Plan.


(rr)           “Stock Option Agreement” means
any agreement between the Company and a Participant who has been granted an
Option pursuant to Section 7 which defines the rights and obligations of the
parties thereto.


(ss)         “Strike Price” means, (i) in the
case of a SAR granted in tandem with an Option, the Option Price of the related
Option, or (ii) in the case of a SAR granted independent of an Option, the Fair
Market Value on the Date of Grant.


(tt)           “Subsidiary” means any
subsidiary of the Company as defined in Section 424(f) of the Code.


(uu)         “Vested Unit” shall have the
meaning ascribed thereto in Section 9(d).


 


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3.             Effective Date, Duration and
Shareholder Approval


The Plan is effective as
of the Effective Date.  No Option shall
be treated as an Incentive Stock Option unless the Plan has been approved by
the shareholders of the Company in a manner intended to comply with the shareholder
approval requirements of Section 422(b)(i) of the Code; provided, that
any Option intended to be an Incentive Stock Option shall not fail to be
effective solely on account of a failure to obtain such approval, but rather
such Option shall be treated as a Nonqualified Stock Option unless and until
such approval is obtained.


The expiration date of
the Plan, on and after which no Awards may be granted hereunder, shall be the
tenth anniversary of the Effective Date; provided, however, that
the administration of the Plan shall continue in effect until all matters
relating to Awards previously granted have been settled.


4.             Administration


(a)           The Committee shall administer the
Plan.  The majority of the members of
the Committee shall constitute a quorum. 
The acts of a majority of the members present at any meeting at which a
quorum is present or acts approved in writing by a majority of the Committee
shall be deemed the acts of the Committee.


(b)           Subject to the provisions of the Plan
and applicable law, the Committee shall have the power, and in addition to
other express powers and authorizations conferred on the Committee by the Plan,
to:  (i) designate Participants; (ii)
determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of shares of Stock to be covered by, or with respect to
which payments, rights, or other matters are to be calculated in connection
with, Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, shares of Stock, other securities, other Awards
or other property, or canceled, forfeited, or suspended and the method or
methods by which Awards may be settled, exercised, canceled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what circumstances
the delivery of cash, Stock, other securities, other Options, other property
and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret, administer, reconcile any inconsistency, correct any defect
and/or supply any omission in the Plan and any instrument or agreement relating
to, or Award granted under, the Plan; (viii) establish, amend, suspend, or
waive such rules and regulations; (ix) appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (x) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan.


(c)           Unless otherwise expressly provided
in the Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award or any documents
evidencing Awards granted pursuant to the Plan 
shall be within the sole discretion of the Committee, may be made at any
time and shall 


 


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be final, conclusive and
binding upon all parties, including, without limitation, the Company, any
Affiliate, any Participant, any holder or beneficiary of any Award, and any
shareholder.


(d)           No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award hereunder.


5.             Grant of Awards; Shares Subject to
the Plan


The Committee may, from
time to time, grant Awards of Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Stock Bonuses and/or Performance Compensation
Awards to one or more Eligible Persons; provided, however, that:


(a)           Subject to Section 13, the aggregate
number of shares of Stock in respect of which Awards may be granted under the
Plan is 26,344,000
shares;


(b)           Shares of Stock shall be deemed to
have been used in settlement of Awards whether they are actually delivered or
the Fair Market Value equivalent of such shares is paid in cash; provided,
however, that shares of Stock delivered (either directly or by means of
attestation) in full or partial payment of the Option Price in accordance with
Section 7(b) shall be deducted from the number of shares of Stock delivered to
the Participant pursuant to such Option for purposes of determining the number
of shares of Stock acquired pursuant to the Plan.  In accordance with (and without limitation upon) the preceding
sentence, if and to the extent an Award under the Plan expires, terminates or
is canceled for any reason whatsoever without the Participant having received
any benefit therefrom, the shares covered by such Award shall again become
available for future Awards under the Plan. 
For purposes of the foregoing sentence, a Participant shall not be
deemed to have received any “benefit” (i) in the case of forfeited Restricted
Stock Awards by reason of having enjoyed voting rights and dividend rights
prior to the date of forfeiture or (ii) in the case of an Award canceled
pursuant to Section 5(e) by reason of a new Award being granted in substitution
therefor.


(c)           Stock delivered by the Company in
settlement of Awards may be authorized and unissued Stock, Stock held in the
treasury of the Company, Stock purchased on the open market or by private
purchase, or a combination of the foregoing;


(d)           Subject to Section 13, no person may
be granted Options or SARs under the Plan during any calendar year with respect
to more than 3,000,000 shares of Stock; and


(e)           Without limiting the generality of
the preceding provisions of this Section 5, the Committee may, but solely with
the Participant’s consent, agree to cancel any Award under the Plan and issue a
new Award in substitution therefor upon such terms as the Committee may in its
sole discretion determine, provided that the substituted Award satisfies all
applicable Plan requirements and the requirements of any 


 


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stock exchange and stock
quotation system on or over which the Stock is listed or traded, as applicable,
as of the date such new Award is granted.


6.             Eligibility


Participation shall be
limited to Eligible Persons who have entered into an Award agreement or who
have received written notification from the Committee, or from a person
designated by the Committee, that they have been selected to participate in the
Plan.


7.             Options


The Committee is
authorized to grant one or more Incentive Stock Options or Nonqualified Stock
Options to any Eligible Person; provided, however, that no
Incentive Stock Option shall be granted to any Eligible Person who is not an
employee of the Company or a Parent or Subsidiary.  Each Option so granted shall be subject to the conditions set
forth in this Section 7, or to such other conditions as may be reflected in the
applicable Stock Option Agreement.


(a)           Option
Price.  The exercise price (“Option
Price”) per share of Stock for each Option shall be set by the Committee at
the time of grant but shall not be less than (i) in the case of an
Incentive Stock Option, and subject to Section 7(e), the Fair Market Value
of a share of Stock on the Date of Grant, and (ii) in the case of a
Nonqualified Stock Option, the par value of a share of Stock; provided, however,
that (A) all Options intended to qualify as “performance-based compensation”
under Section 162(m) of the Code (other than those intended to be
Performance Compensation Awards) and (B) Director Stock Options shall have an
Option Price per share of Stock no less than the Fair Market Value of a share
of Stock on the Date of Grant.


(b)           Manner
of Exercise and Form of Payment.  No shares of Stock shall be delivered pursuant to any exercise of
an Option until payment in full of the Option Price therefor is received by the
Company.  Options which have become
exercisable may be exercised by delivery of written notice of exercise to the
Committee accompanied by payment of the Option Price.  The Option Price shall be payable (i) in cash and/or shares of
Stock valued at the Fair Market Value at the time the Option is exercised
(including by means of attestation of ownership of a sufficient number of
shares of Stock in lieu of actual delivery of such shares to the Company); provided,
that such shares of Stock are Mature Shares, (ii) in the discretion of the
Committee, either (A) in other property having a fair market value on the date
of exercise equal to the Option Price or (B) by delivering to the Committee a
copy of irrevocable instructions to a stockbroker to deliver promptly to the
Company an amount of loan proceeds, or proceeds from the sale of the Stock
subject to the Option, sufficient to pay the Option Price or (iii) by such
other method as the Committee may allow. 
Notwithstanding the foregoing, in no event shall a Participant be
permitted to exercise an Option in the manner described in clause (ii) or (iii)
of the preceding sentence if the Committee determines that exercising an Option
in such manner would violate the Sarbanes-Oxley Act of 2002, or any other
applicable law or the applicable rules and regulations of the Securities and
Exchange 


 


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Commission or the
applicable rules and regulations of any securities exchange or inter dealer
quotation system on which the securities of the Company or any Affiliates are
listed or traded.


(c)           Vesting,
Option Period and Expiration. 
Options, other than Director Stock Options, shall vest and become
exercisable in such manner and on such date or dates determined by the
Committee and shall expire after such period, not to exceed ten years, as may
be determined by the Committee (the “Option Period”); provided, however,
that notwithstanding any vesting dates set by the Committee, the Committee may,
in its sole discretion, accelerate the exercisability of any Option, which
acceleration shall not affect the terms and conditions of such Option other
than with respect to exercisability.  If
an Option is exercisable in installments, such installments or portions thereof
which become exercisable shall remain exercisable until the Option expires.


(d)           Stock
Option Agreement - Other Terms and Conditions.   Each Option granted under the Plan shall be
evidenced by a Stock Option Agreement. 
Except as specifically provided otherwise in such Stock Option
Agreement, each Option granted under the Plan shall be subject to the following
terms and conditions:


(i)            Each
Option or portion thereof that is exercisable shall be exercisable for the full
amount or for any part thereof.


(ii)           No
shares of Stock shall be delivered pursuant to any exercise of an Option until
the Company has received full payment of the Option Price therefor. Each Option
shall cease to be exercisable, as to any share of Stock, when the Participant
purchases the share or exercises a related SAR or when the Option expires.


(iii)          Subject
to Section 12(k), Options shall not be transferable by the Participant except
by will or the laws of descent and distribution and shall be exercisable during
the Participant’s lifetime only by him.


(iv)          Each
Option (other than Director Stock Options) shall vest and become exercisable by
the Participant in accordance with the vesting schedule established by the
Committee and set forth in the Stock Option Agreement.


(v)           At
the time of any exercise of an Option, the Committee may, in its sole
discretion, require a Participant to deliver to the Committee a written
representation that the shares of Stock to be acquired upon such exercise are
to be acquired for investment and not for resale or with a view to the
distribution thereof and any other representation deemed necessary by the
Committee to ensure compliance with all applicable federal and state securities
laws.  Upon such a request by the
Committee, delivery of such representation prior to the delivery of any shares
issued upon exercise of an Option shall be a condition precedent to the right
of the Participant or such other person to purchase any 


 


13

















 


shares.  In the event
certificates for Stock are delivered under the Plan with respect to which such
investment representation has been obtained, the Committee may cause a legend
or legends to be placed on such certificates to make appropriate reference to
such representation and to restrict transfer in the absence of compliance with
applicable federal or state securities laws.


(vi)          Each
Participant awarded an Incentive Stock Option under the Plan shall notify the
Company in writing immediately after the date he or she makes a disqualifying
disposition of any Stock acquired pursuant to the exercise of such Incentive
Stock Option.  A disqualifying
disposition is any disposition (including any sale) of such Stock before the
later of (A) two years after the Date of Grant of the Incentive Stock Option or
(B) one year after the date the Participant acquired the Stock by exercising
the Incentive Stock Option.  The Company
may, if determined by the Committee and in accordance with procedures
established by it, retain possession of any Stock acquired pursuant to the
exercise of an Incentive Stock Option as agent for the applicable Participant
until the end of the period described in the preceding sentence, subject to
complying with any instructions from such Participant as to the sale of such
Stock.


(vii)         An
Option Agreement may, but need not, include a provision whereby a Participant
may elect, at any time before the termination of the Participant’s employment
with the Company, to exercise the Option as to any part or all of the shares of
Stock subject to the Option prior to the full vesting of the Option.  Any unvested shares of Stock so purchased
may be subject to a share repurchase option in favor of the Company or to any
other restriction the Committee determines to be appropriate.  The Company shall not exercise its
repurchase option until at least six (6) months (or such longer or shorter
period of time required to avoid a charge to earnings for financial accounting
purposes) have elapsed following the exercise of the Option unless the
Committee otherwise specifically provides in an Stock Option Agreement.


(e)           Incentive
Stock Option Grants to 10% Stockholders.  Notwithstanding anything to the contrary in this Section 7, if an
Incentive Stock Option is granted to a Participant who owns stock representing
more than ten percent of the voting power of all classes of stock of the
Company or of a Subsidiary or Parent, the Option Period shall not exceed five
years from the Date of Grant of such Option and the Option Price shall be at
least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock
subject to the Option.


(f)            $100,000
Per Year Limitation for Incentive Stock Options.  To the extent the aggregate Fair Market
Value (determined as of the Date of Grant) of Stock for which Incentive Stock
Options are exercisable for the first time by any Participant during any
calendar year (under all plans of the Company) exceeds $100,000, such excess
Incentive Stock Options shall be treated as Nonqualified Stock Options.


 


14

















 


(g)           Director
Stock Options.


(i)            Notwithstanding any of this Section
7 to the contrary:


(A)          On
the effective date of the initial public offering of the Common Stock, each
Non-Employee Director shall be automatically granted without further action by
the Committee a Nonqualified Stock Option to purchase such number of shares of
Stock as shall be determined by the Board to be necessary for such Nonqualified
Stock Option to have an aggregate grant date value (based on the Black-Scholes
option valuation model) of $100,000; and


(B)           On
the date any person first becomes a Non-Employee Director following the
effective date of the initial public offering of the Common Stock, such person
shall be automatically granted without further action by the Committee a
Nonqualified Stock Option to purchase such number of shares of Stock as shall
be determined by the Board to be necessary for such Nonqualified Stock Option
to have an aggregate grant date value (based on the Black-Scholes option
valuation model) of $100,000.


(ii)           All Options granted to Non-Employee
Directors pursuant to Section 7(h)(i) shall hereinafter be referred to as “Director
Stock Options” and shall be subject to the following conditions:


(A)          Option Price.  All Directors Stock Options shall have an Option Price per share
equal to the Fair Market Value of a share of Stock on the Date of Grant.


(B)           Vesting. 
All Director Stock Options shall vest and become exercisable over a
period of five years at the rate of 20% on each of the five consecutive anniversaries
of the applicable Date of Grant, provided the Non-Employee Director’s services
as a director continues through each such anniversary.


(C)           Term. 
The term of each Director Stock Option (the “Director Option Term”),
after which each such Director Stock Option shall expire, shall be ten years
from the Date of Grant.


(D)          Expiration.  If prior to the expiration of the Director Option Term of a
Director Stock Option a Non-Employee Director shall cease to be a member of the
Board, the Director Stock Option shall expire on the earlier of the expiration
of the Director Option Term or (i) one year after 


 


15

















 


                such
cessation on account of the death of the Non-Employee Director or (ii) three
months after the date of such cessation for any other reason.  In the event a Non-Employee Director ceases
to be a member of the Board for any reason, any unexpired Director Stock Option
shall thereafter be exercisable until its expiration only to the extent that
such Option was exercisable at the time of such cessation, except in the case
of a cessation on account of the death of the Non-Employee Director, in which
case such Option shall be fully exercisable.


(E)           Director Stock Option Agreement.  Each Director Stock Option shall be
evidenced by a Director Stock Option Agreement, which shall contain such
additional provisions as may be determined by the Board.


8.             Stock Appreciation Rights


Any Option granted under
the Plan may include SARs, either at the Date of Grant or, except in the case
of an Incentive Stock Option, by subsequent amendment.  The Committee also may award SARs to
Eligible Persons independent of any Option. 
A SAR shall be subject to such terms and conditions not inconsistent
with the Plan as the Committee shall impose, including, but not limited to, the
following:


(a)           Vesting, Transferability and Expiration.  A SAR granted in connection with an Option
shall become exercisable, be transferable and shall expire according to the
same vesting schedule, transferability rules and expiration provisions as the
corresponding Option.  A SAR granted
independent of an Option shall become exercisable, be transferable and shall
expire in accordance with a vesting schedule, transferability rules and
expiration provisions as established by the Committee and reflected in an Award
agreement.


(b)           Automatic exercise.  If on the last day of the Option Period (or
in the case of a SAR independent of an option, the period established by the
Committee after which the SAR shall expire), the Fair Market Value exceeds the
Strike Price, the Participant has not exercised the SAR or the corresponding
Option, and neither the SAR nor the corresponding Option has expired, such SAR
shall be deemed to have been exercised by the Participant on such last day and
the Company shall make the appropriate payment therefor.


(c)           Payment. 
Upon the exercise of a SAR, the Company shall pay to the Participant an
amount equal to the number of shares subject to the SAR multiplied by the
excess, if any, of the Fair Market Value of one share of Stock on the exercise
date over the Strike Price.  The Company
shall pay such excess in cash, in shares of Stock valued at Fair Market Value,
or any combination thereof, as determined by the Committee.  Fractional shares shall be settled in cash.


 


16

















 


(d)           Method of Exercise.  A Participant may exercise a SAR at such
time or times as may be determined by the Committee at the time of grant by
filing an irrevocable written notice with the Committee or its designee,
specifying the number of SARs to be exercised, and the date on which such SARs
were awarded.


(e)           Expiration.  Except as otherwise provided in the case of SARs granted in
connection with Options, a SAR shall expire on a date designated by the
Committee which is not later than ten years after the Date of Grant of the SAR.


9.             Restricted Stock and Restricted
Stock Units


(a)           Award of Restricted Stock and Restricted Stock Units.


(i)            The
Committee shall have the authority (A) to grant Restricted Stock and
Restricted Stock Units to Eligible Persons, (B) to issue or transfer
Restricted Stock to Participants, and (C) to establish terms, conditions
and restrictions applicable to such Restricted Stock and Restricted Stock
Units, including the Restricted Period, as applicable, which may differ with
respect to each grantee, the time or times at which Restricted Stock or
Restricted Stock Units shall be granted or become vested and the number of
shares or units to be covered by each grant.


(ii)           Each
Participant granted Restricted Stock shall execute and deliver to the Company
an Award agreement with respect to the Restricted Stock setting forth the
restrictions and other terms and conditions applicable to such Restricted
Stock.  If the Committee determines that
the Restricted Stock shall be held in escrow rather than delivered to the
Participant pending the release of the applicable restrictions, the Committee
may require the Participant to additionally execute and deliver to the Company
(A) an escrow agreement satisfactory to the Committee and (B) the appropriate
blank stock powers with respect to the Restricted Stock covered by such
agreement.  If a Participant shall fail
to execute an agreement evidencing an Award of Restricted Stock and, if
applicable, an escrow agreement and stock powers, the Award shall be null and
void.  Subject to the restrictions set
forth in Section 9(b), the Participant generally shall have the rights and
privileges of a stockholder as to such Restricted Stock, including the right to
vote such Restricted Stock.  At the
discretion of the Committee, cash dividends and stock dividends with respect to
the Restricted Stock may be either currently paid to the Participant or withheld
by the Company for the Participant’s account, and interest may be credited on
the amount of cash dividends withheld at a rate and subject to such terms as
determined by the Committee.  The cash
dividends or stock dividends so withheld by the Committee and attributable to
any particular share of Restricted Stock (and earnings thereon, if applicable)
shall be distributed to the Participant upon the release of restrictions on
such share and, if such share is forfeited, the Participant shall have no right
to such cash dividends, stock dividends or earnings.


 


17

















 


(iii)          Upon
the grant of Restricted Stock, the Committee shall cause a stock certificate
registered in the name of the Participant to be issued and, if it so
determines, deposited together with the stock powers with an escrow agent
designated by the Committee.  If an
escrow arrangement is used, the Committee may cause the escrow agent to issue
to the Participant a receipt evidencing any stock certificate held by it,
registered in the name of the Participant.


(iv)          The
terms and conditions of a grant of Restricted Stock Units shall be reflected in
a written Award agreement.  No shares of
Stock shall be issued at the time a Restricted Stock Unit is granted, and the
Company will not be required to set aside a fund for the payment of any such
Award.  At the discretion of the
Committee, each Restricted Stock Unit (representing one share of Stock) may be
credited with cash and stock dividends paid by the Company in respect of one
share of Stock (“Dividend Equivalents”).  At the discretion of the Committee, Dividend Equivalents may be
either currently paid to the Participant or withheld by the Company for the
Participant’s account, and interest may be credited on the amount of cash
Dividend Equivalents withheld at a rate and subject to such terms as determined
by the Committee.  Dividend Equivalents
credited to a Participant’s account and attributable to any particular
Restricted Stock Unit (and earnings thereon, if applicable) shall be
distributed to the Participant upon settlement of such Restricted Stock Unit
and, if such Restricted Stock Unit is forfeited, the Participant shall have no
right to such Dividends Equivalents.


(b)           Restrictions.


(i)            Restricted
Stock awarded to a Participant shall be subject to the following restrictions
until the expiration of the Restricted Period, and to such other terms and
conditions as may be set forth in the applicable Award agreement: (A) if an
escrow arrangement is used, the Participant shall not be entitled to delivery
of the stock certificate; (B) the shares shall be subject to the restrictions
on transferability set forth in the Award agreement; (C) the shares shall be
subject to forfeiture to the extent provided in Section 9(d) and the applicable
Award agreement; and (D) to the extent such shares are forfeited, the stock
certificates shall be returned to the Company, and all rights of the
Participant to such shares and as a shareholder shall terminate without further
obligation on the part of the Company.


(ii)           Restricted
Stock Units awarded to any Participant shall be subject to (A) forfeiture
until the expiration of the Restricted Period, and satisfaction of any
applicable Performance Goals during such period, to the extent provided in the
applicable Award agreement, and to the extent such Restricted Stock Units are
forfeited, all rights of the Participant to such Restricted Stock Units shall
terminate without further obligation on the part of the Company and
(B) such other terms and conditions as may be set forth in the applicable
Award agreement.


(iii)          The
Committee shall have the authority to remove any or all of the restrictions on
the Restricted Stock and Restricted Stock Units whenever it may 


 


18

















 


determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Restricted Stock or
Restricted Stock Units are granted, such action is appropriate.


(c)           Restricted
Period.  The Restricted
Period of Restricted Stock and Restricted Stock Units shall commence on the
Date of Grant and shall expire from time to time as to that part of the
Restricted Stock and Restricted Stock Units indicated in a schedule established
by the Committee in the applicable Award agreement.


(d)           Delivery
of Restricted Stock and Settlement of Restricted Stock Units.  Upon the expiration of the Restricted Period
with respect to any shares of Restricted Stock, the restrictions set forth in
Section 9(b) and the applicable Award agreement shall be of no further force or
effect with respect to such shares, except as set forth in the applicable Award
agreement.  If an escrow arrangement is
used, upon such expiration, the Company shall deliver to the Participant, or his
beneficiary, without charge, the stock certificate evidencing the shares of
Restricted Stock which have not then been forfeited and with respect to which
the Restricted Period has expired (to the nearest full share) and any cash
dividends or stock dividends credited to the Participant’s account with respect
to such Restricted Stock and the interest thereon, if any.


Upon the expiration of
the Restricted Period with respect to any outstanding Restricted Stock Units,
the Company shall deliver to the Participant, or his beneficiary, without
charge, one share of Stock for each such outstanding Restricted Stock Unit
(“Vested Unit”) and cash equal to any Dividend Equivalents credited with
respect to each such Vested Unit in accordance with Section 9(a)(iv) hereof and
the interest thereon, if any; provided, however, that, if
explicitly provided in the applicable Award agreement, the Committee may, in
its sole discretion, elect to (i) pay cash or part cash and part Stock in lieu
of delivering only shares of Stock for Vested Units or (ii) delay the delivery
of Stock (or cash or part Stock and part cash, as the case may be) beyond the
expiration of the Restricted Period.  If
a cash payment is made in lieu of delivering shares of Stock, the amount of
such payment shall be equal to the Fair Market Value of the Stock as of the
date on which the Restricted Period lapsed with respect to such Vested Unit.


(e)           Stock
Restrictions.  Each
certificate representing Restricted Stock awarded under the Plan shall bear a
legend substantially in the form of the following until the lapse of all
restrictions with respect to such Stock as well as any other information the
Company deems appropriate:


Transfer of this certificate and the shares
represented hereby is restricted pursuant to the terms of the Las Vegas Sands
Corp. 2004 Equity Award Plan and a Restricted Stock Purchase and Award
Agreement, dated as of _____________, between Las Vegas Sands Corp. and
__________________.  A copy of such Plan
and Agreement is on file at the offices of Las Vegas Sands Corp.


 


19

















 


Stop transfer orders
shall be entered with the Company’s transfer agent and registrar against the
transfer of legended securities.


(f)            Director
Restricted Stock. 
Notwithstanding any of this Section 9 to the contrary, on the date of
each of the Company’s annual meetings of stockholders following the initial
public offering of the Common Stock, each Non-Employee Director shall be
automatically granted, without further action by the Committee, shares of
Restricted Stock having an aggregate Fair Market Value on the Date of Grant
equal to the annual cash retainer payable to the Non-Employee Director in
respect of the year commencing on the date of such annual meeting.  All such shares of Restricted Stock granted
to Non-Employee Directors shall hereinafter be referred to as “Director
Restricted Stock” and shall contain the following provisions:


(i)            Restricted Period.  The Restricted Period in respect of Director
Restricted Stock shall expire on the one year anniversary of the applicable
Date of Grant; provided, that the Non-Employee Director continues to
serve as a member of the Board through such anniversary or, if earlier, the
date of the Non-Employee Director’s death; provided, further,
that Director Restricted Stock as to which the Restricted Period has expired
may not be sold or, other than as allowed under Section 12(k), transferred by a
Non-Employee Director while a member of the Board ); provided, however, that a
Non-Employee Director shall be permitted to sell that number of vested shares
of Restricted Stock having an aggregate Fair Market Value equal to the amount
of federal, state and local taxes incurred by the Participant as a result of
the vesting of such shares of Restricted Stock.


(ii)           Forfeiture.  If a Non-Employee Director shall cease to be a member of the
Board for any reason prior to the expiration of the Restricted Period as to any
Director Restricted Stock, such Director Restricted Stock shall be forfeited in
its entirety.


(iii)          Director Restricted Stock Agreement.  Each Award of Director Restricted Stock
shall be evidenced by a Director Restricted Stock Agreement, which shall
contain such additional provisions as may be determined by the Board.


10.          Stock Bonus Awards


The Committee may issue
unrestricted Stock, or other Awards denominated in Stock, under the Plan to
Eligible Persons, alone or in tandem with other Awards, in such amounts and
subject to such terms and conditions as the Committee shall from time to time
in its sole discretion determine.  A
Stock Bonus Award under the Plan shall be granted as, or in payment of, a
bonus, or to provide incentives or recognize special achievements or
contributions.


11.          Performance Compensation Awards


 


20

















 


(a)           General.  The Committee shall have the authority, at
the time of grant of any Award described in Sections 7 through 10 (other than
Options and Stock Appreciation Rights granted with an exercise price or grant
price, as the case may be, equal to or greater than the Fair Market Value per
share of Stock on the date of grant), to designate such Award as a Performance
Compensation Award in order to qualify such Award as “performance-based
compensation” under Section 162(m) of the Code.


(b)           Eligibility.  The Committee will, in its sole discretion,
designate within the first 90 days of a Performance Period (or, if longer or
shorter, within the maximum period allowed under Section 162(m) of the Code)
which Participants will be eligible to receive Performance Compensation Awards in
respect of such Performance Period. 
However, designation of a Participant eligible to receive an Award
hereunder for a Performance Period shall not in any manner entitle the
Participant to receive payment in respect of any Performance Compensation Award
for such Performance Period.  The
determination as to whether or not such Participant becomes entitled to payment
in respect of any Performance Compensation Award shall be decided solely in
accordance with the provisions of this Section 11.  Moreover, designation of a Participant eligible to receive an
Award hereunder for a particular Performance Period shall not require
designation of such Participant eligible to receive an Award hereunder in any
subsequent Performance Period and designation of one person as a Participant
eligible to receive an Award hereunder shall not require designation of any
other person as a Participant eligible to receive an Award hereunder in such
period or in any other period.


(c)           Discretion
of Committee with Respect to Performance Compensation Awards.  With regard to a particular Performance
Period, the Committee shall have full discretion to select the length of such
Performance Period, the type(s) of Performance Compensation Awards to be
issued, the Performance Criteria that will be used to establish the Performance
Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is(are)
to apply to the Company and the Performance Formula.  Within the first 90 days of a Performance Period (or, if longer
or shorter, within the maximum period allowed under Section 162(m) of the
Code), the Committee shall, with regard to the Performance Compensation Awards
to be issued for such Performance Period, exercise its discretion with respect
to each of the matters enumerated in the immediately preceding sentence of this
Section 11(c) and record the same in writing. 
 


(d)           Payment
of Performance Compensation Awards


(i)            Condition to Receipt of Payment.  Unless otherwise provided in the applicable
Award agreement, a Participant must be employed by the Company on the last day
of a Performance Period to be eligible for payment in respect of a Performance
Compensation Award for such Performance Period.


(ii)           Limitation.  A Participant shall be eligible to receive payment in respect of
a Performance Compensation Award only to the extent that: (A) the Performance
Goals for such period are achieved; and (B) the Performance Formula as applied
against such Performance Goals determines that all or some 


 


21

















 


portion of such Participant’s Performance Award has been earned for the
Performance Period.


(iii)          Certification.  Following the completion of a Performance Period, the Committee
shall review and certify in writing whether, and to what extent, the Performance
Goals for the Performance Period have been achieved and, if so, calculate and
certify in writing that amount of the Performance Compensation Awards earned
for the period based upon the Performance Formula.  The Committee shall then determine the actual size of each
Participant’s Performance Compensation Award for the Performance Period and, in
so doing, may apply Negative Discretion in accordance with Section 11(d)(iv)
hereof, if and when it deems appropriate.


(iv)          Use of Discretion.   In determining the actual size of an
individual Performance Award for a Performance Period, the Committee may reduce
or eliminate the amount of the Performance Compensation Award earned under the
Performance Formula in the Performance Period through the use of Negative
Discretion if, in its sole judgment, such reduction or elimination is
appropriate.  The Committee shall not
have the discretion to (a) grant or provide payment in respect of Performance
Compensation Awards for a Performance Period if the Performance Goals for such
Performance Period have not been attained; or (b) increase a Performance
Compensation Award above the maximum amount payable under Sections 4(a) or
11(d)(vi) of the Plan.


(v)           Timing of Award Payments. Performance
Compensation Awards granted for a Performance Period shall be paid to
Participants as soon as administratively practicable following completion of
the certifications required by this Section 11.


(vi)          Maximum Award Payable.  Notwithstanding any provision contained in
this Plan to the contrary, the maximum Performance Compensation Award payable
to any one Participant under the Plan for a Performance Period is 3,000,000
shares of Stock or, in the event the Performance Compensation Award is paid in
cash, the equivalent cash value thereof on the first or last day of the
Performance Period to which such Award relates, as determined by the
Committee.  Furthermore, any Performance
Compensation Award that has been deferred shall not (between the date as of which
the Award is deferred and the payment date) increase (A) with respect to
Performance Compensation Award that is payable in cash, by a measuring factor
for each fiscal year greater than a reasonable rate of interest set by the
Committee or (B) with respect to a Performance Compensation Award that is
payable in shares of Stock, by an amount greater than the appreciation of a
share of Stock from the date such Award is deferred to the payment date.


12.          General


 


22

















 


(a)           Additional
Provisions of an Award. 
Awards to a Participant under the Plan also may be subject to such other
provisions (whether or not applicable to Awards granted to any other
Participant) as the Committee determines appropriate, including, without
limitation, provisions to assist the Participant in financing the purchase of
Stock upon the exercise of Options (provided, that the Committee determines
that providing such financing does not violate the Sarbanes-Oxley Act of 2002),
provisions for the forfeiture of or restrictions on resale or other disposition
of shares of Stock acquired under any Award, provisions giving the Company the
right to repurchase shares of Stock acquired under any Award in the event the
Participant elects to dispose of such shares, provisions allowing the Participant
to elect to defer the receipt of payment in respect of Awards for a specified
period or until a specified event, and provisions to comply with Federal and
state securities laws and Federal and state tax withholding requirements.  Any such provisions shall be reflected in
the applicable Award agreement.


(b)           Privileges
of Stock Ownership.  Except
as otherwise specifically provided in the Plan, no person shall be entitled to
the privileges of ownership in respect of shares of Stock which are subject to Awards
hereunder until such shares have been issued to that person.


(c)           Government
and Other Regulations.  The
obligation of the Company to grant or settle Awards in Stock shall be subject
to all applicable laws, rules, and regulations, and to such approvals by
governmental agencies as may be required. 
Notwithstanding any terms or conditions of any Award to the contrary,
the Company shall be under no obligation to offer to sell or to sell, and shall
be prohibited from offering to sell or selling, any shares of Stock pursuant to
an Award made or granted hereunder unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and
Exchange Commission or unless the Company has received an opinion of counsel,
satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms
and conditions of such exemption have been fully complied with.  The Company shall be under no obligation to register
for sale under the Securities Act any of the shares of Stock to be offered or
sold under the Plan.  If the shares of
Stock offered for sale or sold under the Plan are offered or sold pursuant to
an exemption from registration under the Securities Act, the Company may
restrict the transfer of such shares and may legend the Stock certificates
representing such shares in such manner as it deems advisable to ensure the
availability of any such exemption.


(d)           Tax
Withholding.


(i)            A
Participant may be required to pay to the Company or any Affiliate, and the
Company or any Affiliate shall have the right and is hereby authorized to
withhold from any shares of Stock or other property deliverable under any Award
or from any compensation or other amounts owing to a Participant, the amount
(in cash, Stock or other property) of any required income tax withholding and
payroll taxes in respect of an Award, its exercise, or any payment or transfer
under an Award or under the Plan and to take such other 


 


23

















 


action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such withholding and taxes.


(ii)           Without
limiting the generality of clause (i) above, the Committee may, in its sole
discretion, permit a Participant to satisfy, in whole or in part, the foregoing
withholding liability (but no more than the minimum required withholding
liability) by (A) the delivery of Mature Shares owned by the Participant having
a Fair Market Value equal to such withholding liability or (B) having the
Company withhold from the number of shares of Stock otherwise issuable pursuant
to the exercise or settlement of the Award a number of shares with a Fair
Market Value equal to such withholding liability.


(e)           Claim
to Awards and Employment Rights. 
No employee of the Company or an Affiliate, or other person, shall have
any claim or right to be granted an Award under the Plan or, having been
selected for the grant of an Award, to be selected for a grant of any other
Award.  Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be
retained in the employ or service of the Company or an Affiliate.


(f)            Designation
and Change of Beneficiary. 
Each Participant may file with the Committee a written designation of
one or more persons as the beneficiary who shall be entitled to receive the
amounts payable with respect to an Award, if any, due under the Plan upon his
death.  A Participant may, from time to
time, revoke or change his beneficiary designation without the consent of any
prior beneficiary by filing a new designation with the Committee.  The last such designation received by the
Committee shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant’s death, and in no event
shall it be effective as of a date prior to such receipt.  If no beneficiary designation is filed by a
Participant, the beneficiary shall be deemed to be his or her spouse or, if the
Participant is unmarried at the time of death, his or her estate.


(g)           Payments
to Persons Other Than Participants. 
If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due to such person or
his estate (unless a prior claim therefor has been made by a duly appointed
legal representative) may, if the Committee so directs the Company, be paid to
his spouse, child, relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment.  Any such payment shall be a complete
discharge of the liability of the Committee and the Company therefor.


(h)           No
Liability of Committee Members. 
No member of the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on his behalf in his
capacity as a member of the Committee nor for any mistake of judgment made in
good faith, and the Company shall indemnify and hold harmless each member of
the Committee and each other employee, officer or 


 


24

















 


director of the Company
to whom any duty or power relating to the administration or interpretation of
the Plan may be allocated or delegated, against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim)
arising out of any act or omission to act in connection with the Plan unless
arising out of such person’s own fraud or willful bad faith; provided, however,
that approval of the Board shall be required for the payment of any amount in
settlement of a claim against any such person. 
The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company’s Articles of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.


(i)            Governing
Law.  The Plan shall be
governed by and construed in accordance with the internal laws of the State of
Nevada applicable to contracts made and performed wholly within the State of
Nevada and, to the extent applicable, the Nevada Gaming Laws.


(j)            Funding.  No provision of the Plan shall require the
Company, for the purpose of satisfying any obligations under the Plan, to
purchase assets or place any assets in a trust or other entity to which
contributions are made or otherwise to segregate any assets, nor shall the
Company maintain separate bank accounts, books, records or other evidence of
the existence of a segregated or separately maintained or administered fund for
such purposes.  Participants shall have
no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.


(k)           Nontransferability.


(i)            Each
Award shall be exercisable only by a Participant during the Participant’s
lifetime, or, if permissible under applicable law, by the Participant’s legal
guardian or representative.  No Award
may be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant other than by will or by the laws of descent and
distribution and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company or an Affiliate; provided that the designation of a beneficiary shall
not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.


(ii)           Notwithstanding
the foregoing, subject to compliance with applicable law, the Committee may, in
its sole discretion, permit Awards other than Incentive Stock Options to be
transferred by a Participant, without consideration, subject to such rules as
the Committee may adopt consistent with any applicable Award agreement to
preserve the purposes of the Plan, to:


(A)  any person
who is a “family member” of the Participant, as such term is used in the
instructions to Form S-8 (collectively, the “Immediate Family Members”);


 


25

















 


(B)   a trust
solely for the benefit of the Participant and his or her Immediate Family
Members;


(C)   a
partnership or limited liability company whose only partners or shareholders
are the Participant and his or her Immediate Family Members; or


(D)  any other
transferee as may be approved either (a) by the Board or the Committee in
its sole discretion, or (b) as provided in the applicable Award agreement;


(each transferee
described in clauses (A), (B), (C)  and
(D) above is hereinafter referred to as a “Permitted Transferee”); provided
that the Participant gives the Committee advance written notice describing the
terms and conditions of the proposed transfer and the Committee notifies the
Participant in writing that such a transfer would comply with the requirements
of the Plan.


(iii)          The
terms of any Award transferred in accordance with the immediately preceding
sentence shall apply to the Permitted Transferee and any reference in the Plan,
or in any applicable Award agreement, to a Participant shall be deemed to refer
to the Permitted Transferee, except that (A) Permitted Transferees shall not be
entitled to transfer any Award, other than by will or the laws of descent and
distribution; (B) Permitted Transferees shall not be entitled to exercise any
transferred Option unless there shall be in effect a registration statement on
an appropriate form covering the shares of Stock to be acquired pursuant to the
exercise of such Option if the Committee determines, consistent with any
applicable Award agreement, that such a registration statement is necessary or
appropriate, (C) the Committee or the Company shall not be required to provide
any notice to a Permitted Transferee, whether or not such notice is or would
otherwise have been required to be given to the Participant under the Plan or
otherwise, and (D) the consequences of the termination of the Participant’s
employment by, or services to, the Company or an Affiliate under the terms of
the Plan and the applicable Award agreement shall continue to be applied with
respect to the Participant, including, without limitation, that an Option shall
be exercisable by the Permitted Transferee only to the extent, and for the
periods, specified in the Plan and the applicable Award agreement.


(l)            Reliance
on Reports.  Each member of
the Committee and each member of the Board shall be fully justified in acting
or failing to act, as the case may be, and shall not be liable for having so
acted or failed to act in good faith, in reliance upon any report made by the
independent public accountant of the Company and its Affiliates and/or any
other information furnished in connection with the Plan by any person or
persons other than himself.


(m)          Relationship
to Other Benefits.  No
payment under the Plan shall be taken into account in determining any benefits
under any pension, 


 


26

















 


retirement, profit
sharing, group insurance or other benefit plan of the Company except as
otherwise specifically provided in such other plan.


(n)           Expenses.  The expenses of administering the Plan shall
be borne by the Company and Affiliates.


(o)           Pronouns.  Masculine pronouns and other words of
masculine gender shall refer to both men and women.


(p)           Titles
and Headings.  The titles and
headings of the sections in the Plan are for convenience of reference only, and
in the event of any conflict, the text of the Plan, rather than such titles or
headings shall control.


(q)           Termination
of Employment.  Unless an
applicable Award agreement provides otherwise, for purposes of the Plan a
person who transfers from employment or service with the Company to employment
or service with an Affiliate or vice versa shall not be deemed to have
terminated employment or service with the Company or an Affiliate.


(r)            Severability.  If any provision of the Plan or any Award
agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or Award, or would disqualify the Plan
or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if
it cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, person or Award and the
remainder of the Plan and any such Award shall remain in full force and effect.


13.          Changes in Capital Structure


Awards granted under the
Plan and any agreements evidencing such Awards, the maximum number of shares of
Stock subject to all Awards stated in Section 5(a) and the maximum number of
shares of Stock with respect to which any one person may be granted Awards
during any period stated in Sections 5(d) or 11(d)(vi) shall be subject to
adjustment or substitution, as determined by the Committee in its sole
discretion, as to the number, price or kind of a share of Stock or other consideration
subject to such Awards or as otherwise determined by the Committee to be
equitable (i) in the event of changes in the outstanding Stock or in the
capital structure of the Company by reason of stock or extraordinary cash
dividends, stock splits, reverse stock splits, recapitalization,
reorganizations, mergers, consolidations, combinations, exchanges, or other
relevant changes in capitalization occurring after the Date of Grant of any
such Award or (ii) in the event of any change in applicable laws or any change
in circumstances which results in or would result in any substantial dilution
or enlargement of the rights granted to, or available for, Participants, or
which otherwise warrants equitable adjustment because it interferes with the
intended operation of the Plan.  Any
adjustment in Incentive Stock Options under this Section 13 shall be made only
to the 


 


27

















 


extent not constituting a
“modification” within the meaning of Section 424(h)(3) of the Code, and any
adjustments under this Section 13 shall be made in a manner which does not
adversely affect the exemption provided pursuant to Rule 16b-3 under the
Exchange Act.  Further, with respect to
Awards intended to qualify as “performance-based compensation” under
Section 162(m) of the Code, such adjustments or substitutions shall be
made only to the extent that the Committee determines that such adjustments or
substitutions may be made without causing the Company to be denied a tax
deduction on account of Section 162(m) of the Code.  The Company shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for
all purposes.


Notwithstanding the
above, in the event of any of the following:


A.            The Company is merged or consolidated with another
corporation or entity and, in connection therewith, consideration is received
by shareholders of the Company in a form other than stock or other equity
interests of the surviving entity;


B.            All or substantially all of the assets of the Company are
acquired by another person;


C.            The reorganization or liquidation of the Company; or


D.            The Company shall enter into a written agreement to
undergo an event described in clauses A, B or C above,


then the Committee may,
in its discretion and upon at least 10 days advance notice to the affected
persons, cancel any outstanding Awards and cause the holders thereof to be
paid, in cash or stock, or any combination thereof, the value of such Awards
based upon the price per share of Stock received or to be received by other
shareholders of the Company in the event. 
The terms of this Section 13 may be varied by the Committee in any
particular Award agreement.


14.          Effect of Change in Control


(a)           Except to the extent provided in a
particular Award agreement:


(i)            In
the event of a Change in Control, notwithstanding any provision of the Plan or
any applicable Award agreement to the contrary, the Committee may in its
discretion provide that all Options and SARs shall become immediately
exercisable with respect to 100 percent of the shares subject to such Option or
SAR, and/or that the Restricted Period shall expire immediately with respect to
100 percent of such shares of Restricted Stock or Restricted Stock Units
(including a waiver of any applicable Performance Goals).  To the extent practicable, such acceleration
of exercisability and expiration of the Restricted Period (as applicable) shall
occur in a manner and at a time which allows affected 


 


28

















 


Participants the ability to participate in the Change in Control
transaction with respect to the Stock subject to their Awards.


(ii)           In
the event of a Change in Control, all incomplete Performance Periods in effect
on the date the Change in Control occurs shall end on the date of such change,
and the Committee shall (A) determine the extent to which Performance Goals
with respect to each such Award Period have been met based upon such audited or
unaudited financial information then available as it deems relevant, (B) cause
to be paid to each Participant partial or full Awards with respect to
Performance Goals for each such Award Period based upon the Committee’s
determination of the degree of attainment of Performance Goals, and (C) cause
all previously deferred Awards to be settled in full as soon as possible.


(b)           In addition, in the event of a Change
in Control, the Committee may in its discretion and upon at least 10 days’
advance notice to the affected persons, cancel any outstanding Awards and pay
to the holders thereof, in cash or stock, or any combination thereof, the value
of such Awards based upon the price per share of Stock received or to be
received by other shareholders of the Company in the event.


(c)           The obligations of the Company under
the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the
Company, or upon any successor corporation or organization succeeding to
substantially all of the assets and business of the Company.  The Company agrees that it will make
appropriate provisions for the preservation of Participants’ rights under the
Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.


15.          Nonexclusivity of the Plan


Neither the adoption of
this Plan by the Board nor the submission of this Plan to the stockholders of
the Company for approval shall be construed as creating any limitations on the
power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under this Plan, and such arrangements may be either applicable
generally or only in specific cases.


16.          Amendments and Termination


(a)           Amendment
and Termination of the Plan. 
The Board may amend, alter, suspend, discontinue, or terminate the Plan
or any portion thereof at any time; provided, that no such amendment,
alteration, suspension, discontinuation or termination shall be made without
shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the Plan (including as necessary to comply
with any applicable stock exchange listing requirement or to prevent the
Company from being denied a tax deduction on account of Section 162(m) of the
Code); and provided, further, that any such amendment,
alteration, suspension, discontinuance or termination that would impair the
rights of any Participant or any 


 


29

















 


holder or beneficiary of
any Award theretofore granted shall not to that extent be effective without the
consent of the affected Participant, holder or beneficiary.  The termination date of the Plan, following
which no Awards may be granted hereunder, is December __, 2014; provided,
that such termination shall not affect Awards then outstanding, and the terms
and conditions of the Plan shall continue to apply to such Awards.


(b)           Amendment
of Award Agreements.  The
Committee may, to the extent consistent with the terms of any applicable Award
agreement, waive any conditions or rights under, amend any terms of, or alter,
suspend, discontinue, cancel or terminate, any Award theretofore granted or the
associated Award agreement, prospectively or retroactively; provided that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would impair the rights of any Participant or any holder or
beneficiary of any Option theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary; and provided, further, that, without stockholder
approval, (i) no amendment or modification may reduce the Option Price of any
Option and (ii) the Committee may not cancel any outstanding Option and replace
it with a new Option (with a lower Option Price) in a manner which would either
(A) be reportable on the Company’s proxy statement as Options which have been
“repriced” (as such term is used in Item 402 of Regulation S-K promulgated
under the Exchange Act), or (B) result in any Option being accounted for under
the “variable” method for financial statement reporting purposes.


(c)           Section
162(m) Approval.  If so
determined by the Committee, (i) the Plan shall be approved by the stockholders
of the Company no later than the first meeting of stockholders at which
directors are to be elected that occurs after the close of the third calendar
year following the calendar year in which the Company’s initial public offering
occurs, and (ii) the provisions of the Plan regarding Performance Compensation
Awards shall be disclosed to and reapproved by stockholders of the Company no
later than the first stockholder meeting that occurs in the fifth year
following the year that stockholders previously approved such provisions
following the Company’s initial public offering, in each case in order for
certain Awards granted after such time to be exempt from the deduction
limitations of Section 162(m) of the Code. 
Nothing in this Section 16(c), however, shall affect the validity of
Awards granted after such time if such stockholder approval has not been
obtained.


*       *      
*


As adopted by the Board
of Directors of

Las Vegas Sands Corp. at a meeting

held on November 8, 2004.


 


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